1015-00004 · Calloway-Briggs Renewables Inc · Transaction Documents

mutual-nda-cbr-lumen-ridge.docx DOCUMENT M&A / Corporate

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MUTUAL NON-DISCLOSURE AGREEMENT

September 18, 2023

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of September 18, 2023 (the "Effective Date"), by and between:

Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), with principal offices located at 2300 Travis Street, Suite 4200, Houston, Texas 77006;

and

Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), with principal offices located at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901.

CBR and Lumen Ridge are each referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement was drafted by Calderwood & Harkness LLP on behalf of CBR. Notwithstanding the foregoing, the provisions of Section 14.11 shall apply to the construction and interpretation of this Agreement.

RECITALS

WHEREAS, CBR is a Texas-based privately held renewable energy and utilities company engaged in the development and operation of utility-scale solar projects across the southern United States, with an established track record of originating, permitting, constructing, and managing photovoltaic generation facilities;

WHEREAS, Lumen Ridge is a Delaware-based renewable-energy infrastructure investment platform managed by Lumen Ridge Capital Advisors LLC, focused on the acquisition, co-development, and long-term ownership of clean energy assets throughout North America;

WHEREAS, the Parties desire to explore and evaluate a potential joint venture transaction involving the co-development, construction, and operation of a portfolio of utility-scale solar projects located in Texas, New Mexico, and Arizona (the "Purpose" or the "Proposed Transaction");

WHEREAS, in connection with the evaluation of the Proposed Transaction, each Party may disclose to the other Party certain confidential and proprietary information, including, without limitation, technical, financial, commercial, and operational information relating to projects, assets, and business operations;

WHEREAS, the Parties desire to set forth the terms and conditions under which such confidential information will be disclosed, received, and protected by the Receiving Party (as defined below);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — "Confidential Information." As used in this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information or data disclosed by either Party (acting in such capacity, the "Disclosing Party") to the other Party (acting in such capacity, the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by inspection of tangible or intangible objects, and regardless of the form or medium in which such information is conveyed. "Confidential Information" includes, without limitation, the following categories of information:

(a) financial information, including historical and projected revenue data, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), cash flow statements, balance sheets, capitalization tables, debt schedules, tax information (including tax basis data, tax equity structures, and depreciation schedules), and financial models;

(b) business plans, strategic plans, budgets, forecasts, projections, and analyses;

(d) technical data, engineering reports, design specifications, equipment performance data, and technology assessments;

(e) environmental assessments, Phase I and Phase II environmental site assessments, endangered species surveys, wetland delineations, and any reports or findings arising from environmental due diligence;

(f) permitting information, including conditional use permits, special use permits, building permits, and any applications or correspondence with federal, state, or local governmental authorities;

(g) land lease terms, options, easements, rights-of-way, surface use agreements, and related real property interests;

(h) interconnection agreements, interconnection study results (including system impact studies, facilities studies, and cluster studies), generator interconnection queue positions, and any related correspondence with regional transmission organizations or independent system operators;

(i) power purchase agreements, energy hedge agreements, tolling agreements, and any other offtake arrangements, together with all schedules, amendments, and side letters thereto;

(j) development pipeline details, including project names, project company names, geographic locations, nameplate capacities, estimated annual generation profiles, acreages, and development milestone timelines;

(k) intellectual property, trade secrets, know-how, proprietary methodologies, software, algorithms, and processes;

(l) any analyses, compilations, studies, summaries, notes, memoranda, or other documents or materials prepared by the Receiving Party or any of its Representatives that contain, reflect, or are derived from any of the foregoing; and

(m) any other information that is designated as "Confidential," "Proprietary," or with a similar legend by the Disclosing Party at the time of disclosure, or that, given the nature of the information or the circumstances surrounding the disclosure, a reasonable person would understand to be confidential.

Without limiting the generality of the foregoing, "Confidential Information" specifically encompasses all information regarding the eight (8) utility-scale solar development projects comprising the project portfolio under consideration in connection with the Proposed Transaction, which projects are located in the states of Texas, New Mexico, and Arizona, including all site-specific technical, environmental, permitting, interconnection, offtake, and financial information associated with such projects.

"Confidential Information" also includes the existence of this Agreement, the fact that Confidential Information has been made available to the Receiving Party or its Representatives, the existence and nature of the discussions between the Parties concerning the Proposed Transaction, and the terms of any proposed transaction, including any draft or final term sheet, letter of intent, or definitive agreement related thereto.

Section 1.2 — "Representatives." As used in this Agreement, "Representatives" means, with respect to each Party, such Party's affiliates and its and their respective directors, officers, employees, members, partners, agents, and advisors (including legal counsel, financial advisors, accountants, tax advisors, technical consultants, and environmental consultants).

Without limiting the generality of the foregoing definition:

(a) With respect to CBR, "Representatives" includes Calderwood & Harkness LLP (legal counsel), Ridgeline Barrow & Co. (financial advisor), Greystone Hamill LLP (auditor), and the respective partners, associates, and personnel of each of the foregoing.

(b) With respect to Lumen Ridge, "Representatives" includes Lumen Ridge Capital Advisors LLC (investment manager), Haverford, Quinn & Steele LLP (legal counsel), Whitmore Zanthor Group LLC (financial advisor), and the respective partners, associates, and personnel of each of the foregoing.

"Representatives" shall also include potential financing sources (including lenders, tax equity investors, and their respective advisors) to whom Confidential Information is disclosed in connection with the Proposed Transaction, provided that such disclosure to potential financing sources has been approved in advance in writing by the Disclosing Party.

Section 1.3 — "Disclosing Party." "Disclosing Party" means the Party that discloses or makes available, directly or indirectly, Confidential Information to the other Party or its Representatives.

Section 1.4 — "Receiving Party." "Receiving Party" means the Party that receives or obtains access to, directly or indirectly, Confidential Information from the Disclosing Party or its Representatives.

ARTICLE 2 — OBLIGATIONS OF CONFIDENTIALITY

Section 2.1 — Non-Disclosure. The Receiving Party shall not disclose, reveal, report, publish, transfer, or otherwise make available any Confidential Information of the Disclosing Party to any person or entity other than the Receiving Party's Representatives who (a) have a bona fide need to know such Confidential Information for the Purpose, and (b) have been informed of the confidential nature of such information and are bound by obligations of confidentiality and non-use at least as restrictive as those contained in this Agreement, whether by separate written agreement, professional ethical obligation, or fiduciary duty. The Receiving Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives, and the Receiving Party agrees, at its sole expense, to take all commercially reasonable measures to restrain its Representatives from any prohibited or unauthorized disclosure or use of any Confidential Information.

Section 2.2 — Standard of Care. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information using the same degree of care that it uses to protect and safeguard its own confidential information of a like nature, but in no event less than a reasonable degree of care. The Receiving Party shall implement and maintain appropriate administrative, technical, and physical safeguards to prevent the unauthorized access, use, disclosure, or loss of Confidential Information.

Section 2.3 — Use Restriction. Confidential Information shall be used by the Receiving Party and its Representatives solely for the Purpose — that is, solely for the evaluation, negotiation, and potential consummation of the Proposed Transaction — and for no other purpose whatsoever. Without limiting the generality of the foregoing, neither Party shall use any Confidential Information of the other Party (i) for competitive purposes, (ii) to the detriment of the Disclosing Party or any of its affiliates, (iii) to solicit or divert any customers, suppliers, or business partners of the Disclosing Party, or (iv) to gain any commercial, financial, or strategic advantage outside the scope of the Purpose.

Section 2.4 — No Obligation to Disclose. Nothing in this Agreement shall be construed as obligating either Party to disclose any particular Confidential Information to the other Party. Each Party shall retain sole discretion in determining the nature, extent, and timing of any disclosure of its Confidential Information. All disclosures of Confidential Information hereunder are entirely voluntary, and neither Party shall have any obligation to supplement, update, or correct any Confidential Information previously disclosed.

ARTICLE 3 — EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Section 3.1 — Exclusions. Notwithstanding anything to the contrary in this Agreement, "Confidential Information" shall not include information that the Receiving Party can demonstrate:

(a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;

(b) was already in the possession of the Receiving Party prior to the time of disclosure by or on behalf of the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records existing prior to such disclosure, and was not subject to any obligation of confidentiality owed to the Disclosing Party or any third party at the time of such possession;

(c) is independently developed by the Receiving Party or its Representatives without the use of, reference to, or reliance upon any Confidential Information of the Disclosing Party, as evidenced by contemporaneous written records of such independent development; or

(d) is rightfully received by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, bound by any obligation of confidentiality to the Disclosing Party and who is not otherwise prohibited from disclosing such information.

For the avoidance of doubt, no combination of items of information that individually fall within any of the foregoing exclusions shall be deemed to be excluded from "Confidential Information" merely because such individual items are excluded, unless such combination itself falls within one or more of the foregoing exclusions.

Section 3.2 — Burden of Proof. The burden of establishing that any of the exclusions set forth in Section 3.1 applies to any particular information shall rest with the Receiving Party claiming such exclusion. The Receiving Party shall bear the burden of proof by clear and convincing evidence.

ARTICLE 4 — COMPELLED DISCLOSURE

Section 4.1 — Legal Process. In the event that the Receiving Party or any of its Representatives becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand, regulatory examination or request, or similar judicial, governmental, or regulatory process) to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible and practicable) so that the Disclosing Party may seek a protective order, an appropriate remedy, or a waiver of compliance with the provisions of this Agreement. The Receiving Party shall reasonably cooperate with the Disclosing Party's efforts to obtain such a protective order or other remedy at the Disclosing Party's sole cost and expense, including by joining in any motion for a protective order if reasonably requested by the Disclosing Party.

Section 4.2 — Minimum Disclosure. In the event that a protective order or other appropriate remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall (a) disclose only that specific portion of the Confidential Information that it is legally required to disclose based on the advice of its legal counsel, and (b) exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to any Confidential Information so disclosed, including by requesting that such information be filed under seal or otherwise protected from public dissemination. Any Confidential Information disclosed pursuant to this Article 4 shall continue to be treated as Confidential Information for all other purposes under this Agreement.

ARTICLE 5 — RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

Section 5.1 — Upon Request or Termination. Upon the written request of the Disclosing Party, or upon the expiration or termination of this Agreement (whichever occurs first), the Receiving Party shall, and shall cause its Representatives to, promptly — and in any event within fifteen (15) business days of such request or the date of expiration or termination — at the Disclosing Party's election: (a) return to the Disclosing Party all tangible materials (including all originals, copies, excerpts, and summaries thereof) containing or embodying the Disclosing Party's Confidential Information; or (b) destroy all such tangible materials, including any electronic files or records containing such Confidential Information, using commercially appropriate methods of destruction. Upon completion of such return or destruction, an authorized officer of the Receiving Party shall certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed, as applicable, in compliance with this Section 5.1.

Section 5.2 — Retained Copies. Notwithstanding Section 5.1, the Receiving Party and its Representatives may retain: (a) copies of Confidential Information to the extent that such retention is required by applicable law, regulation, rule of a self-regulatory organization, or bona fide internal compliance or document-retention policies of the Receiving Party or its Representatives; and (b) copies of Confidential Information that are contained in automated electronic backup or archival systems maintained in the ordinary course of business, provided that access to such backup or archival systems is limited to personnel responsible for information technology or compliance functions. Any Confidential Information retained pursuant to this Section 5.2 shall remain subject to the confidentiality, non-disclosure, and non-use obligations of this Agreement for the full duration of the Term and the survival period set forth in Section 11.3, and shall not be intentionally accessed except as required by applicable law, regulation, or compliance policy.

Section 5.3 — Derivative Materials. All analyses, compilations, studies, summaries, notes, memoranda, presentations, financial models, or other documents or materials prepared by the Receiving Party or any of its Representatives that contain, reflect, or are derived from Confidential Information of the Disclosing Party (collectively, "Derivative Materials") shall, at the option of the Receiving Party, be either returned to the Disclosing Party or destroyed in accordance with the procedures set forth in Section 5.1, except for copies of Derivative Materials retained in accordance with Section 5.2. The certification required under Section 5.1 shall include confirmation of the return or destruction of all Derivative Materials.

ARTICLE 6 — NO REPRESENTATIONS OR WARRANTIES

Section 6.1 — Accuracy. Each Party acknowledges and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy, completeness, reliability, or timeliness of any Confidential Information disclosed or made available hereunder. Without limiting the generality of the foregoing, the Disclosing Party and its Representatives expressly disclaim any and all representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, with respect to any Confidential Information. Neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or any of its Representatives relating to or arising from the Receiving Party's or its Representatives' use of any Confidential Information, or from any errors in, or omissions from, any Confidential Information. The Receiving Party acknowledges that it shall be entitled to rely solely on such representations and warranties as may be expressly set forth in a definitive agreement relating to the Proposed Transaction, if any, subject to such limitations and restrictions as may be contained therein.

Section 6.2 — No Obligation to Proceed. Each Party acknowledges and agrees that nothing in this Agreement shall be construed as constituting a commitment, obligation, or agreement of either Party to enter into any further agreement, to consummate the Proposed Transaction, or to continue discussions or negotiations with respect thereto. Each Party reserves the absolute right, in its sole and unrestricted discretion, to terminate discussions and negotiations at any time, for any reason or for no reason, without any liability to the other Party. Unless and until a definitive written agreement regarding the Proposed Transaction has been executed and delivered by both Parties, neither Party shall have any legal obligation of any kind whatsoever with respect to the Proposed Transaction, whether by virtue of this Agreement, any other written or oral expression, or otherwise.

ARTICLE 7 — INTELLECTUAL PROPERTY; NO LICENSE

Section 7.1 — Ownership. All Confidential Information disclosed by the Disclosing Party hereunder shall remain the sole and exclusive property of the Disclosing Party. Nothing in this Agreement, and no disclosure of Confidential Information hereunder, shall be construed as granting to the Receiving Party or any of its Representatives any license, sublicense, or other right, whether by implication, estoppel, or otherwise, under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. The Receiving Party shall acquire no right, title, or interest in or to any Confidential Information of the Disclosing Party by virtue of the disclosure thereof. All right, title, and interest in and to any inventions, discoveries, improvements, works of authorship, or other intellectual property created by or on behalf of the Disclosing Party and disclosed to the Receiving Party hereunder shall remain exclusively with the Disclosing Party.

ARTICLE 8 — NON-SOLICITATION OF EMPLOYEES

Section 8.1 — Restriction. During the Term of this Agreement and for a period of twelve (12) months following the expiration or termination of this Agreement (regardless of the reason for such expiration or termination), neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for employment, hire, or engage as an independent contractor any employee of the other Party or any of its affiliates who became known to the soliciting Party or its Representatives in connection with the evaluation, negotiation, or consummation of the Proposed Transaction. For purposes of this Section 8.1, "solicit" includes initiating contact or communication with any such employee for the purpose of discussing potential employment or engagement opportunities, directing or encouraging any third party (including any recruitment firm or headhunter) to contact any such employee, or otherwise taking any action designed or intended to induce any such employee to terminate his or her employment.

Section 8.2 — Carve-Outs. The restriction set forth in Section 8.1 shall not apply to: (a) general solicitations of employment not specifically directed at employees of the other Party or its affiliates, including advertisements published in newspapers, trade journals, or industry publications of general circulation, postings on internet job boards or career websites of general availability, or general recruiting efforts conducted by recruitment firms not specifically directed at the other Party's employees; or (b) any person who has ceased to be employed by the other Party or its affiliates for a period of at least six (6) months prior to the date on which such solicitation or hiring first occurs.

ARTICLE 9 — STANDSTILL

Neither Party to this Agreement shall be subject to any standstill, market restriction, or similar limitation on its activities by virtue of entering into this Agreement or receiving Confidential Information hereunder. Nothing in this Agreement shall restrict either Party's ability to make or participate in any proposal, offer, or transaction involving the other Party or its affiliates, whether or not related to the Proposed Transaction, except to the extent that any such proposal, offer, or transaction would require the use or disclosure of Confidential Information in violation of this Agreement. This Article 9 is included for the avoidance of doubt.

ARTICLE 10 — PUBLIC ANNOUNCEMENTS

Section 10.1 — No Public Disclosure. Neither Party shall, without the prior written consent of the other Party (which consent may be withheld in such Party's sole and absolute discretion), make any public announcement, press release, public statement, or public filing regarding: (a) the existence of this Agreement; (b) the existence, nature, or status of the discussions between the Parties concerning the Proposed Transaction; (c) the exchange of Confidential Information between the Parties; or (d) any terms of the Proposed Transaction. Without limiting the foregoing, no press release, investor communication, public statement, social media post, marketing material, or regulatory filing (other than a filing required by applicable law, regulation, or stock exchange rule, made after consultation with the other Party to the extent reasonably practicable) shall be made or issued by either Party or its Representatives that references the other Party, this Agreement, or the Proposed Transaction without the prior mutual written consent of the Parties. In the event that a public disclosure is required by applicable law or regulation, the Party required to make such disclosure shall provide the other Party with as much advance notice as is reasonably practicable under the circumstances and shall cooperate in good faith to minimize the scope and extent of the required disclosure.

ARTICLE 11 — TERM AND TERMINATION

Section 11.1 — Term. This Agreement shall become effective as of the Effective Date and shall remain in full force and effect for a period of two (2) years from the Effective Date (i.e., until September 18, 2025), unless earlier terminated in accordance with Section 11.2 (the "Term").

Section 11.2 — Early Termination. Either Party may terminate this Agreement at any time, for any reason or for no reason, upon not less than thirty (30) days' prior written notice to the other Party, delivered in accordance with Section 14.7. Upon the effective date of such termination, the Receiving Party's rights to access Confidential Information shall cease, and the provisions of Article 5 shall apply. For the avoidance of doubt, the early termination of this Agreement shall not relieve either Party of any obligations arising prior to the effective date of such termination.

Section 11.3 — Survival. The obligations of confidentiality, non-disclosure, and non-use set forth in Articles 2, 3, 4, and 5 of this Agreement shall survive the expiration or termination of this Agreement for a period of two (2) years following the date of such expiration or termination. The provisions relating to no representations or warranties (Article 6), intellectual property and no license (Article 7), remedies (Article 12), indemnification (Article 13), and general provisions (Article 14) shall survive the expiration or termination of this Agreement in accordance with their respective terms. The non-solicitation obligations set forth in Article 8 shall survive the expiration or termination of this Agreement for the period specified in Section 8.1.

ARTICLE 12 — REMEDIES

Section 12.1 — Irreparable Harm. Each Party acknowledges and agrees that a breach or threatened breach of this Agreement by the Receiving Party or any of its Representatives may cause the Disclosing Party irreparable injury and harm for which monetary damages alone may not be an adequate remedy. The Parties further acknowledge that the Confidential Information of each Party has been developed or acquired at significant expense and effort, and that unauthorized disclosure or misuse thereof could result in competitive harm, loss of business opportunities, and other injuries that cannot be fully compensated through an award of monetary damages.

Section 12.2 — Equitable Relief. In the event of any actual or threatened breach of any provision of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including a temporary restraining order, preliminary injunction, permanent injunction, and specific performance, in addition to all other remedies available at law or in equity, without the necessity of (a) proving actual damages, (b) posting any bond or other security, or (c) establishing the inadequacy of monetary damages, it being acknowledged by the Parties that such inadequacy is presumed. The Receiving Party agrees not to oppose the granting of any such equitable relief and hereby waives any requirement that the Disclosing Party post a bond or other security as a condition to obtaining such relief.

Section 12.3 — Cumulative Remedies. The remedies provided in this Agreement are cumulative and not exclusive of, and shall be in addition to, any other remedies that may be available to the Disclosing Party at law, in equity, by statute, or otherwise. No single exercise of any remedy hereunder shall preclude the further exercise of such remedy or any other remedy. The election by the Disclosing Party to pursue any particular remedy shall not be deemed a waiver of any other available remedy.

ARTICLE 13 — INDEMNIFICATION

Section 13.1 — Indemnification Obligation. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its affiliates, and their respective directors, officers, employees, members, partners, agents, and Representatives (collectively, the "Indemnified Parties"), from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, court costs, and expenses of investigation and litigation) (collectively, "Losses") arising out of, resulting from, or relating to (a) any breach of this Agreement by the Receiving Party or any of its Representatives, or (b) any unauthorized disclosure or use of Confidential Information by the Receiving Party or any of its Representatives. The indemnification obligation set forth in this Section 13.1 shall be in addition to, and not in limitation of, any other rights and remedies available to the Indemnified Parties under this Agreement or applicable law.

ARTICLE 14 — GENERAL PROVISIONS

Section 14.1 — Governing Law. This Agreement, and all matters arising out of or relating to this Agreement (including any claims sounding in contract, tort, or statute), shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

Section 14.2 — Jurisdiction; Venue. Each Party irrevocably agrees that any legal action, suit, or proceeding arising out of or relating to this Agreement, or the enforcement of any provision hereof, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, in any state or federal court of competent jurisdiction located in Wilmington, Delaware. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts for the purposes of any such action, suit, or proceeding and agrees not to commence any action, suit, or proceeding relating hereto except in such courts. Each Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.

Section 14.3 — Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. This waiver applies whether such action, suit, or proceeding is based on contract, tort, statute, or any other theory. Each Party certifies and acknowledges that (a) no representative of the other Party has represented, expressly or otherwise, that the other Party would not, in the event of any such action, suit, or proceeding, seek to enforce the foregoing waiver, (b) each Party understands and has considered the implications of this waiver, (c) each Party makes this waiver voluntarily, and (d) each Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 14.3.

Section 14.4 — Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, representations, warranties, and arrangements between the Parties relating to the subject matter hereof. There are no oral or written agreements, understandings, representations, or warranties between the Parties relating to the subject matter hereof that are not fully expressed in this Agreement.

Section 14.5 — Amendment; Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by an authorized representative of each Party. No provision of this Agreement may be waived except by a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Agreement on any occasion shall be deemed to be a waiver of such provision on any subsequent occasion or a waiver of any other provision of this Agreement.

Section 14.6 — Assignment. Neither Party may assign, transfer, delegate, or otherwise dispose of this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party, and any attempted assignment, transfer, delegation, or disposition in violation of this Section 14.6 shall be null and void and of no force or effect. Notwithstanding the foregoing, either Party may, without the prior written consent of the other Party, assign this Agreement to any of its affiliates, provided that (a) the assigning Party provides prompt written notice of such assignment to the other Party, (b) the assignee agrees in writing to be bound by all terms and conditions of this Agreement, and (c) the assigning Party shall remain primarily liable for the performance of all of its obligations hereunder and shall guarantee the assignee's performance of such obligations. Subject to the foregoing restrictions, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns.

Section 14.7 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) upon delivery, if delivered personally (by hand or by courier) to the Party to be notified; (b) one (1) business day after deposit with a nationally recognized overnight courier service, with delivery charges prepaid, addressed to the Party to be notified; (c) three (3) business days after deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, addressed to the Party to be notified; or (d) upon transmission by email to the intended recipient's email address set forth below (or as subsequently updated in writing), provided that the sender receives electronic confirmation of delivery or receipt (an automated "out of office" or similar reply shall not constitute confirmation of receipt). Notices shall be addressed as follows:

If to CBR:

Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006

Attention: Rebecca Whitfield, General Counsel

Email: rwhitfield@calloway-briggs.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002

Attention: James Prentice

Email: jprentice@calderwoodharkness.com

If to Lumen Ridge:

Lumen Ridge Infrastructure Partners LLC 301 Tresser Boulevard, Suite 1400 Stamford, Connecticut 06901

Attention: Amanda Prescott, General Counsel & Chief Compliance Officer

Email: aprescott@lumenridge.com

With a copy (which shall not constitute notice) to:

Haverford, Quinn & Steele LLP 599 Lexington Avenue, 28th Floor New York, New York 10022

Attention: Gregory Haverford III

Email: ghaverford@hqslaw.com

Either Party may change its address, email address, or designated representative for notice purposes by delivering written notice thereof to the other Party in accordance with this Section 14.7.

Section 14.8 — Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified by such court to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties to the maximum extent possible. The validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and each such remaining provision shall continue in full force and effect.

Section 14.9 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by electronic transmission, including by facsimile or portable document format (PDF), shall be deemed to be original signatures for all purposes and shall have the same force and effect as original signatures.

Section 14.10 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity (other than the Indemnified Parties expressly identified in Article 13) any right, benefit, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement.

Section 14.11 — Construction. The headings and captions of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. All references herein to "Articles" and "Sections" shall refer to the corresponding Articles and Sections of this Agreement, unless otherwise specified. The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or provision. References to "including" shall be deemed to mean "including, without limitation," and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The use of the singular shall include the plural, and vice versa, and the use of any gender shall include all genders, as the context requires. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. Each Party acknowledges that it has had the opportunity to review this Agreement with its own legal counsel and that this Agreement is the product of arm's-length negotiations between sophisticated parties, each represented by experienced counsel.

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SIGNATURE PAGE TO MUTUAL NON-DISCLOSURE AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure Agreement to be duly executed as of the date first written above by their respective duly authorized representatives.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Margaret Calloway

Title: Chairwoman & Chief Executive Officer

Date: September 18, 2023

LUMEN RIDGE INFRASTRUCTURE PARTNERS LLC

By: ________

Name: Nathaniel Forsythe

Title: Co-Founder & Managing Partner

Date: September 18, 2023

MUTUAL NON-DISCLOSURE AGREEMENT
September 18, 2023
This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of September 18, 2023 (the "Effective Date"), by and between:
Calloway-Briggs Renewables Inc., a Texas corporation ("CBR"), with principal offices located at 2300 Travis Street, Suite 4200, Houston, Texas 77006;
and
Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), with principal offices located at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901.
CBR and Lumen Ridge are each referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement was drafted by Calderwood & Harkness LLP on behalf of CBR. Notwithstanding the foregoing, the provisions of Section 14.11 shall apply to the construction and interpretation of this Agreement.
RECITALS
WHEREAS, CBR is a Texas-based privately held renewable energy and utilities company engaged in the development and operation of utility-scale solar projects across the southern United States, with an established track record of originating, permitting, constructing, and managing photovoltaic generation facilities;
WHEREAS, Lumen Ridge is a Delaware-based renewable-energy infrastructure investment platform managed by Lumen Ridge Capital Advisors LLC, focused on the acquisition, co-development, and long-term ownership of clean energy assets throughout North America;
WHEREAS, the Parties desire to explore and evaluate a potential joint venture transaction involving the co-development, construction, and operation of a portfolio of utility-scale solar projects located in Texas, New Mexico, and Arizona (the "Purpose" or the "Proposed Transaction");
WHEREAS, in connection with the evaluation of the Proposed Transaction, each Party may disclose to the other Party certain confidential and proprietary information, including, without limitation, technical, financial, commercial, and operational information relating to projects, assets, and business operations;
WHEREAS, the Parties desire to set forth the terms and conditions under which such confidential information will be disclosed, received, and protected by the Receiving Party (as defined below);
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — "Confidential Information." As used in this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information or data disclosed by either Party (acting in such capacity, the "Disclosing Party") to the other Party (acting in such capacity, the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by inspection of tangible or intangible objects, and regardless of the form or medium in which such information is conveyed. "Confidential Information" includes, without limitation, the following categories of information:
(a) financial information, including historical and projected revenue data, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), cash flow statements, balance sheets, capitalization tables, debt schedules, tax information (including tax basis data, tax equity structures, and depreciation schedules), and financial models;
(b) business plans, strategic plans, budgets, forecasts, projections, and analyses;
(c) customer and supplier lists, vendor agreements, supply chain information, and pricing arrangements;
(d) technical data, engineering reports, design specifications, equipment performance data, and technology assessments;
(e) environmental assessments, Phase I and Phase II environmental site assessments, endangered species surveys, wetland delineations, and any reports or findings arising from environmental due diligence;
(f) permitting information, including conditional use permits, special use permits, building permits, and any applications or correspondence with federal, state, or local governmental authorities;
(g) land lease terms, options, easements, rights-of-way, surface use agreements, and related real property interests;
(h) interconnection agreements, interconnection study results (including system impact studies, facilities studies, and cluster studies), generator interconnection queue positions, and any related correspondence with regional transmission organizations or independent system operators;
(i) power purchase agreements, energy hedge agreements, tolling agreements, and any other offtake arrangements, together with all schedules, amendments, and side letters thereto;
(j) development pipeline details, including project names, project company names, geographic locations, nameplate capacities, estimated annual generation profiles, acreages, and development milestone timelines;
(k) intellectual property, trade secrets, know-how, proprietary methodologies, software, algorithms, and processes;
(l) any analyses, compilations, studies, summaries, notes, memoranda, or other documents or materials prepared by the Receiving Party or any of its Representatives that contain, reflect, or are derived from any of the foregoing; and
(m) any other information that is designated as "Confidential," "Proprietary," or with a similar legend by the Disclosing Party at the time of disclosure, or that, given the nature of the information or the circumstances surrounding the disclosure, a reasonable person would understand to be confidential.
Without limiting the generality of the foregoing, "Confidential Information" specifically encompasses all information regarding the eight (8) utility-scale solar development projects comprising the project portfolio under consideration in connection with the Proposed Transaction, which projects are located in the states of Texas, New Mexico, and Arizona, including all site-specific technical, environmental, permitting, interconnection, offtake, and financial information associated with such projects.
"Confidential Information" also includes the existence of this Agreement, the fact that Confidential Information has been made available to the Receiving Party or its Representatives, the existence and nature of the discussions between the Parties concerning the Proposed Transaction, and the terms of any proposed transaction, including any draft or final term sheet, letter of intent, or definitive agreement related thereto.
Section 1.2 — "Representatives." As used in this Agreement, "Representatives" means, with respect to each Party, such Party's affiliates and its and their respective directors, officers, employees, members, partners, agents, and advisors (including legal counsel, financial advisors, accountants, tax advisors, technical consultants, and environmental consultants).
Without limiting the generality of the foregoing definition:
(a) With respect to CBR, "Representatives" includes Calderwood & Harkness LLP (legal counsel), Ridgeline Barrow & Co. (financial advisor), Greystone Hamill LLP (auditor), and the respective partners, associates, and personnel of each of the foregoing.
(b) With respect to Lumen Ridge, "Representatives" includes Lumen Ridge Capital Advisors LLC (investment manager), Haverford, Quinn & Steele LLP (legal counsel), Whitmore Zanthor Group LLC (financial advisor), and the respective partners, associates, and personnel of each of the foregoing.
"Representatives" shall also include potential financing sources (including lenders, tax equity investors, and their respective advisors) to whom Confidential Information is disclosed in connection with the Proposed Transaction, provided that such disclosure to potential financing sources has been approved in advance in writing by the Disclosing Party.
Section 1.3 — "Disclosing Party." "Disclosing Party" means the Party that discloses or makes available, directly or indirectly, Confidential Information to the other Party or its Representatives.
Section 1.4 — "Receiving Party." "Receiving Party" means the Party that receives or obtains access to, directly or indirectly, Confidential Information from the Disclosing Party or its Representatives.
ARTICLE 2 — OBLIGATIONS OF CONFIDENTIALITY
Section 2.1 — Non-Disclosure. The Receiving Party shall not disclose, reveal, report, publish, transfer, or otherwise make available any Confidential Information of the Disclosing Party to any person or entity other than the Receiving Party's Representatives who (a) have a bona fide need to know such Confidential Information for the Purpose, and (b) have been informed of the confidential nature of such information and are bound by obligations of confidentiality and non-use at least as restrictive as those contained in this Agreement, whether by separate written agreement, professional ethical obligation, or fiduciary duty. The Receiving Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives, and the Receiving Party agrees, at its sole expense, to take all commercially reasonable measures to restrain its Representatives from any prohibited or unauthorized disclosure or use of any Confidential Information.
Section 2.2 — Standard of Care. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information using the same degree of care that it uses to protect and safeguard its own confidential information of a like nature, but in no event less than a reasonable degree of care. The Receiving Party shall implement and maintain appropriate administrative, technical, and physical safeguards to prevent the unauthorized access, use, disclosure, or loss of Confidential Information.
Section 2.3 — Use Restriction. Confidential Information shall be used by the Receiving Party and its Representatives solely for the Purpose — that is, solely for the evaluation, negotiation, and potential consummation of the Proposed Transaction — and for no other purpose whatsoever. Without limiting the generality of the foregoing, neither Party shall use any Confidential Information of the other Party (i) for competitive purposes, (ii) to the detriment of the Disclosing Party or any of its affiliates, (iii) to solicit or divert any customers, suppliers, or business partners of the Disclosing Party, or (iv) to gain any commercial, financial, or strategic advantage outside the scope of the Purpose.
Section 2.4 — No Obligation to Disclose. Nothing in this Agreement shall be construed as obligating either Party to disclose any particular Confidential Information to the other Party. Each Party shall retain sole discretion in determining the nature, extent, and timing of any disclosure of its Confidential Information. All disclosures of Confidential Information hereunder are entirely voluntary, and neither Party shall have any obligation to supplement, update, or correct any Confidential Information previously disclosed.
ARTICLE 3 — EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Section 3.1 — Exclusions. Notwithstanding anything to the contrary in this Agreement, "Confidential Information" shall not include information that the Receiving Party can demonstrate:
(a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or any of its Representatives in violation of this Agreement;
(b) was already in the possession of the Receiving Party prior to the time of disclosure by or on behalf of the Disclosing Party, as evidenced by the Receiving Party's contemporaneous written records existing prior to such disclosure, and was not subject to any obligation of confidentiality owed to the Disclosing Party or any third party at the time of such possession;
(c) is independently developed by the Receiving Party or its Representatives without the use of, reference to, or reliance upon any Confidential Information of the Disclosing Party, as evidenced by contemporaneous written records of such independent development; or
(d) is rightfully received by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, bound by any obligation of confidentiality to the Disclosing Party and who is not otherwise prohibited from disclosing such information.
For the avoidance of doubt, no combination of items of information that individually fall within any of the foregoing exclusions shall be deemed to be excluded from "Confidential Information" merely because such individual items are excluded, unless such combination itself falls within one or more of the foregoing exclusions.
Section 3.2 — Burden of Proof. The burden of establishing that any of the exclusions set forth in Section 3.1 applies to any particular information shall rest with the Receiving Party claiming such exclusion. The Receiving Party shall bear the burden of proof by clear and convincing evidence.
ARTICLE 4 — COMPELLED DISCLOSURE
Section 4.1 — Legal Process. In the event that the Receiving Party or any of its Representatives becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand, regulatory examination or request, or similar judicial, governmental, or regulatory process) to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (to the extent legally permissible and practicable) so that the Disclosing Party may seek a protective order, an appropriate remedy, or a waiver of compliance with the provisions of this Agreement. The Receiving Party shall reasonably cooperate with the Disclosing Party's efforts to obtain such a protective order or other remedy at the Disclosing Party's sole cost and expense, including by joining in any motion for a protective order if reasonably requested by the Disclosing Party.
Section 4.2 — Minimum Disclosure. In the event that a protective order or other appropriate remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall (a) disclose only that specific portion of the Confidential Information that it is legally required to disclose based on the advice of its legal counsel, and (b) exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to any Confidential Information so disclosed, including by requesting that such information be filed under seal or otherwise protected from public dissemination. Any Confidential Information disclosed pursuant to this Article 4 shall continue to be treated as Confidential Information for all other purposes under this Agreement.
ARTICLE 5 — RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION
Section 5.1 — Upon Request or Termination. Upon the written request of the Disclosing Party, or upon the expiration or termination of this Agreement (whichever occurs first), the Receiving Party shall, and shall cause its Representatives to, promptly — and in any event within fifteen (15) business days of such request or the date of expiration or termination — at the Disclosing Party's election: (a) return to the Disclosing Party all tangible materials (including all originals, copies, excerpts, and summaries thereof) containing or embodying the Disclosing Party's Confidential Information; or (b) destroy all such tangible materials, including any electronic files or records containing such Confidential Information, using commercially appropriate methods of destruction. Upon completion of such return or destruction, an authorized officer of the Receiving Party shall certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed, as applicable, in compliance with this Section 5.1.
Section 5.2 — Retained Copies. Notwithstanding Section 5.1, the Receiving Party and its Representatives may retain: (a) copies of Confidential Information to the extent that such retention is required by applicable law, regulation, rule of a self-regulatory organization, or bona fide internal compliance or document-retention policies of the Receiving Party or its Representatives; and (b) copies of Confidential Information that are contained in automated electronic backup or archival systems maintained in the ordinary course of business, provided that access to such backup or archival systems is limited to personnel responsible for information technology or compliance functions. Any Confidential Information retained pursuant to this Section 5.2 shall remain subject to the confidentiality, non-disclosure, and non-use obligations of this Agreement for the full duration of the Term and the survival period set forth in Section 11.3, and shall not be intentionally accessed except as required by applicable law, regulation, or compliance policy.
Section 5.3 — Derivative Materials. All analyses, compilations, studies, summaries, notes, memoranda, presentations, financial models, or other documents or materials prepared by the Receiving Party or any of its Representatives that contain, reflect, or are derived from Confidential Information of the Disclosing Party (collectively, "Derivative Materials") shall, at the option of the Receiving Party, be either returned to the Disclosing Party or destroyed in accordance with the procedures set forth in Section 5.1, except for copies of Derivative Materials retained in accordance with Section 5.2. The certification required under Section 5.1 shall include confirmation of the return or destruction of all Derivative Materials.
ARTICLE 6 — NO REPRESENTATIONS OR WARRANTIES
Section 6.1 — Accuracy. Each Party acknowledges and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy, completeness, reliability, or timeliness of any Confidential Information disclosed or made available hereunder. Without limiting the generality of the foregoing, the Disclosing Party and its Representatives expressly disclaim any and all representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, with respect to any Confidential Information. Neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or any of its Representatives relating to or arising from the Receiving Party's or its Representatives' use of any Confidential Information, or from any errors in, or omissions from, any Confidential Information. The Receiving Party acknowledges that it shall be entitled to rely solely on such representations and warranties as may be expressly set forth in a definitive agreement relating to the Proposed Transaction, if any, subject to such limitations and restrictions as may be contained therein.
Section 6.2 — No Obligation to Proceed. Each Party acknowledges and agrees that nothing in this Agreement shall be construed as constituting a commitment, obligation, or agreement of either Party to enter into any further agreement, to consummate the Proposed Transaction, or to continue discussions or negotiations with respect thereto. Each Party reserves the absolute right, in its sole and unrestricted discretion, to terminate discussions and negotiations at any time, for any reason or for no reason, without any liability to the other Party. Unless and until a definitive written agreement regarding the Proposed Transaction has been executed and delivered by both Parties, neither Party shall have any legal obligation of any kind whatsoever with respect to the Proposed Transaction, whether by virtue of this Agreement, any other written or oral expression, or otherwise.
ARTICLE 7 — INTELLECTUAL PROPERTY; NO LICENSE
Section 7.1 — Ownership. All Confidential Information disclosed by the Disclosing Party hereunder shall remain the sole and exclusive property of the Disclosing Party. Nothing in this Agreement, and no disclosure of Confidential Information hereunder, shall be construed as granting to the Receiving Party or any of its Representatives any license, sublicense, or other right, whether by implication, estoppel, or otherwise, under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. The Receiving Party shall acquire no right, title, or interest in or to any Confidential Information of the Disclosing Party by virtue of the disclosure thereof. All right, title, and interest in and to any inventions, discoveries, improvements, works of authorship, or other intellectual property created by or on behalf of the Disclosing Party and disclosed to the Receiving Party hereunder shall remain exclusively with the Disclosing Party.
ARTICLE 8 — NON-SOLICITATION OF EMPLOYEES
Section 8.1 — Restriction. During the Term of this Agreement and for a period of twelve (12) months following the expiration or termination of this Agreement (regardless of the reason for such expiration or termination), neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for employment, hire, or engage as an independent contractor any employee of the other Party or any of its affiliates who became known to the soliciting Party or its Representatives in connection with the evaluation, negotiation, or consummation of the Proposed Transaction. For purposes of this Section 8.1, "solicit" includes initiating contact or communication with any such employee for the purpose of discussing potential employment or engagement opportunities, directing or encouraging any third party (including any recruitment firm or headhunter) to contact any such employee, or otherwise taking any action designed or intended to induce any such employee to terminate his or her employment.
Section 8.2 — Carve-Outs. The restriction set forth in Section 8.1 shall not apply to: (a) general solicitations of employment not specifically directed at employees of the other Party or its affiliates, including advertisements published in newspapers, trade journals, or industry publications of general circulation, postings on internet job boards or career websites of general availability, or general recruiting efforts conducted by recruitment firms not specifically directed at the other Party's employees; or (b) any person who has ceased to be employed by the other Party or its affiliates for a period of at least six (6) months prior to the date on which such solicitation or hiring first occurs.
ARTICLE 9 — STANDSTILL
Neither Party to this Agreement shall be subject to any standstill, market restriction, or similar limitation on its activities by virtue of entering into this Agreement or receiving Confidential Information hereunder. Nothing in this Agreement shall restrict either Party's ability to make or participate in any proposal, offer, or transaction involving the other Party or its affiliates, whether or not related to the Proposed Transaction, except to the extent that any such proposal, offer, or transaction would require the use or disclosure of Confidential Information in violation of this Agreement. This Article 9 is included for the avoidance of doubt.
ARTICLE 10 — PUBLIC ANNOUNCEMENTS
Section 10.1 — No Public Disclosure. Neither Party shall, without the prior written consent of the other Party (which consent may be withheld in such Party's sole and absolute discretion), make any public announcement, press release, public statement, or public filing regarding: (a) the existence of this Agreement; (b) the existence, nature, or status of the discussions between the Parties concerning the Proposed Transaction; (c) the exchange of Confidential Information between the Parties; or (d) any terms of the Proposed Transaction. Without limiting the foregoing, no press release, investor communication, public statement, social media post, marketing material, or regulatory filing (other than a filing required by applicable law, regulation, or stock exchange rule, made after consultation with the other Party to the extent reasonably practicable) shall be made or issued by either Party or its Representatives that references the other Party, this Agreement, or the Proposed Transaction without the prior mutual written consent of the Parties. In the event that a public disclosure is required by applicable law or regulation, the Party required to make such disclosure shall provide the other Party with as much advance notice as is reasonably practicable under the circumstances and shall cooperate in good faith to minimize the scope and extent of the required disclosure.
ARTICLE 11 — TERM AND TERMINATION
Section 11.1 — Term. This Agreement shall become effective as of the Effective Date and shall remain in full force and effect for a period of two (2) years from the Effective Date (i.e., until September 18, 2025), unless earlier terminated in accordance with Section 11.2 (the "Term").
Section 11.2 — Early Termination. Either Party may terminate this Agreement at any time, for any reason or for no reason, upon not less than thirty (30) days' prior written notice to the other Party, delivered in accordance with Section 14.7. Upon the effective date of such termination, the Receiving Party's rights to access Confidential Information shall cease, and the provisions of Article 5 shall apply. For the avoidance of doubt, the early termination of this Agreement shall not relieve either Party of any obligations arising prior to the effective date of such termination.
Section 11.3 — Survival. The obligations of confidentiality, non-disclosure, and non-use set forth in Articles 2, 3, 4, and 5 of this Agreement shall survive the expiration or termination of this Agreement for a period of two (2) years following the date of such expiration or termination. The provisions relating to no representations or warranties (Article 6), intellectual property and no license (Article 7), remedies (Article 12), indemnification (Article 13), and general provisions (Article 14) shall survive the expiration or termination of this Agreement in accordance with their respective terms. The non-solicitation obligations set forth in Article 8 shall survive the expiration or termination of this Agreement for the period specified in Section 8.1.
ARTICLE 12 — REMEDIES
Section 12.1 — Irreparable Harm. Each Party acknowledges and agrees that a breach or threatened breach of this Agreement by the Receiving Party or any of its Representatives may cause the Disclosing Party irreparable injury and harm for which monetary damages alone may not be an adequate remedy. The Parties further acknowledge that the Confidential Information of each Party has been developed or acquired at significant expense and effort, and that unauthorized disclosure or misuse thereof could result in competitive harm, loss of business opportunities, and other injuries that cannot be fully compensated through an award of monetary damages.
Section 12.2 — Equitable Relief. In the event of any actual or threatened breach of any provision of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including a temporary restraining order, preliminary injunction, permanent injunction, and specific performance, in addition to all other remedies available at law or in equity, without the necessity of (a) proving actual damages, (b) posting any bond or other security, or (c) establishing the inadequacy of monetary damages, it being acknowledged by the Parties that such inadequacy is presumed. The Receiving Party agrees not to oppose the granting of any such equitable relief and hereby waives any requirement that the Disclosing Party post a bond or other security as a condition to obtaining such relief.
Section 12.3 — Cumulative Remedies. The remedies provided in this Agreement are cumulative and not exclusive of, and shall be in addition to, any other remedies that may be available to the Disclosing Party at law, in equity, by statute, or otherwise. No single exercise of any remedy hereunder shall preclude the further exercise of such remedy or any other remedy. The election by the Disclosing Party to pursue any particular remedy shall not be deemed a waiver of any other available remedy.
ARTICLE 13 — INDEMNIFICATION
Section 13.1 — Indemnification Obligation. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its affiliates, and their respective directors, officers, employees, members, partners, agents, and Representatives (collectively, the "Indemnified Parties"), from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, court costs, and expenses of investigation and litigation) (collectively, "Losses") arising out of, resulting from, or relating to (a) any breach of this Agreement by the Receiving Party or any of its Representatives, or (b) any unauthorized disclosure or use of Confidential Information by the Receiving Party or any of its Representatives. The indemnification obligation set forth in this Section 13.1 shall be in addition to, and not in limitation of, any other rights and remedies available to the Indemnified Parties under this Agreement or applicable law.
ARTICLE 14 — GENERAL PROVISIONS
Section 14.1 — Governing Law. This Agreement, and all matters arising out of or relating to this Agreement (including any claims sounding in contract, tort, or statute), shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Section 14.2 — Jurisdiction; Venue. Each Party irrevocably agrees that any legal action, suit, or proceeding arising out of or relating to this Agreement, or the enforcement of any provision hereof, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, in any state or federal court of competent jurisdiction located in Wilmington, Delaware. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts for the purposes of any such action, suit, or proceeding and agrees not to commence any action, suit, or proceeding relating hereto except in such courts. Each Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (b) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.
Section 14.3 — Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. This waiver applies whether such action, suit, or proceeding is based on contract, tort, statute, or any other theory. Each Party certifies and acknowledges that (a) no representative of the other Party has represented, expressly or otherwise, that the other Party would not, in the event of any such action, suit, or proceeding, seek to enforce the foregoing waiver, (b) each Party understands and has considered the implications of this waiver, (c) each Party makes this waiver voluntarily, and (d) each Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 14.3.
Section 14.4 — Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, representations, warranties, and arrangements between the Parties relating to the subject matter hereof. There are no oral or written agreements, understandings, representations, or warranties between the Parties relating to the subject matter hereof that are not fully expressed in this Agreement.
Section 14.5 — Amendment; Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by an authorized representative of each Party. No provision of this Agreement may be waived except by a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Agreement on any occasion shall be deemed to be a waiver of such provision on any subsequent occasion or a waiver of any other provision of this Agreement.
Section 14.6 — Assignment. Neither Party may assign, transfer, delegate, or otherwise dispose of this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party, and any attempted assignment, transfer, delegation, or disposition in violation of this Section 14.6 shall be null and void and of no force or effect. Notwithstanding the foregoing, either Party may, without the prior written consent of the other Party, assign this Agreement to any of its affiliates, provided that (a) the assigning Party provides prompt written notice of such assignment to the other Party, (b) the assignee agrees in writing to be bound by all terms and conditions of this Agreement, and (c) the assigning Party shall remain primarily liable for the performance of all of its obligations hereunder and shall guarantee the assignee's performance of such obligations. Subject to the foregoing restrictions, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns.
Section 14.7 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) upon delivery, if delivered personally (by hand or by courier) to the Party to be notified; (b) one (1) business day after deposit with a nationally recognized overnight courier service, with delivery charges prepaid, addressed to the Party to be notified; (c) three (3) business days after deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, addressed to the Party to be notified; or (d) upon transmission by email to the intended recipient's email address set forth below (or as subsequently updated in writing), provided that the sender receives electronic confirmation of delivery or receipt (an automated "out of office" or similar reply shall not constitute confirmation of receipt). Notices shall be addressed as follows:
If to CBR:
Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, Texas 77006
Attention: Rebecca Whitfield, General Counsel
Email: rwhitfield@calloway-briggs.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, Texas 77002
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
If to Lumen Ridge:
Lumen Ridge Infrastructure Partners LLC 301 Tresser Boulevard, Suite 1400 Stamford, Connecticut 06901
Attention: Amanda Prescott, General Counsel & Chief Compliance Officer
Email: aprescott@lumenridge.com
With a copy (which shall not constitute notice) to:
Haverford, Quinn & Steele LLP 599 Lexington Avenue, 28th Floor New York, New York 10022
Attention: Gregory Haverford III
Email: ghaverford@hqslaw.com
Either Party may change its address, email address, or designated representative for notice purposes by delivering written notice thereof to the other Party in accordance with this Section 14.7.
Section 14.8 — Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified by such court to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties to the maximum extent possible. The validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and each such remaining provision shall continue in full force and effect.
Section 14.9 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by electronic transmission, including by facsimile or portable document format (PDF), shall be deemed to be original signatures for all purposes and shall have the same force and effect as original signatures.
Section 14.10 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity (other than the Indemnified Parties expressly identified in Article 13) any right, benefit, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement.
Section 14.11 — Construction. The headings and captions of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. All references herein to "Articles" and "Sections" shall refer to the corresponding Articles and Sections of this Agreement, unless otherwise specified. The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or provision. References to "including" shall be deemed to mean "including, without limitation," and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The use of the singular shall include the plural, and vice versa, and the use of any gender shall include all genders, as the context requires. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. Each Party acknowledges that it has had the opportunity to review this Agreement with its own legal counsel and that this Agreement is the product of arm's-length negotiations between sophisticated parties, each represented by experienced counsel.
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SIGNATURE PAGE TO MUTUAL NON-DISCLOSURE AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure Agreement to be duly executed as of the date first written above by their respective duly authorized representatives.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Margaret Calloway
Title: Chairwoman & Chief Executive Officer
Date: September 18, 2023
LUMEN RIDGE INFRASTRUCTURE PARTNERS LLC
By: ________
Name: Nathaniel Forsythe
Title: Co-Founder & Managing Partner
Date: September 18, 2023

MUTUAL NON-DISCLOSURE AGREEMENT

RECITALS

SIGNATURE PAGE TO MUTUAL NON-DISCLOSURE AGREEMENT

CALLOWAY-BRIGGS RENEWABLES INC.

LUMEN RIDGE INFRASTRUCTURE PARTNERS LLC

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